SecProbe.io

June 28, 2010
  Mr. Robert H. Benmosche President and Chief Executive Officer  American Internati onal Group, Inc.
70 Pine Street New York, New York 10270
Re: American International Group, Inc.
 Form 10-Q for the Fiscal  Quarter Ended March 31, 2010
File No. 001-8787

Dear Mr. Benmosche:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing
Item 1.  Financial Statements (Unaudited)

Consolidated Statement of Equity, page 10

1. You present a $2,161 million decrease due to deconsolidation in the consolidated
statement of equity. Please revise to identify the transactions to which this
deconsolidation relates.

Mr. Robert H. Benmosche American International Group
June 28, 2010 Page 2

Notes to Consolidated Financial Statements

5. Fair Value Measurements, page 22

2. Please revise your disclosures for assets and liabilities classified as  Level 2 and Level 3
to quantify the inputs used in determining th e fair value of each class of assets and
liabilities as required by AS C 820-10-50-2e, as amended by ASU 2010-06.  Please see
ASC 820-10-55-22A for examples of  the inputs to  be disclosed.

9. Commitments, Contingencies and Guarantees

Asset Dispositions, page 72

3. Please revise to describe and quantify the financial guarantees and indemnity
arrangements provided in connection with your planned sale of ALICO.
 10. Total Equity and Earnings (Loss) Per Share

 Earnings (Loss) Per Share (EPS), page 75

4. You present all of the $519 million income attributable to non-controlling nonvoting,
callable, junior and senior preferred interests held by Federal Reserve Bank of New York from continuing operations and none as discon tinued operations.  Please tell us why this
is appropriate.
14. Income Taxes, page 79

5. Please revise to describe and quantify the f actors that you consider ed in allocating the
reduction in the valuation allowance between  continuing and discontinued operations.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 General Insurance, page 90

6. We note your disclosure about AIG’s exposure to losses resu lting from the explosion on
the Deepwater Horizon offshore drilling rig.  Pl ease advise us of AI G’s connection to the
event, including the party or parties AIG insured, either di rectly or indirectly, and the
types of losses insured.  With respect to th e types of losses insure d, please discuss both
direct losses resulting from the explosion and indirect losses that may result from the event.

Mr. Robert H. Benmosche American International Group June 28, 2010 Page 3

 Credit Risk Management, page 175

7. You disclose that nine countries had cross- border exposures in excess of 10 % of total
equity at March 31, 2010 and December 31, 2009.  Your disclosure about concentration
does not appear to comply fully with note 6 to Article 7-03.1 of Regulation S-X.  Please
revise to disclose in the notes to the cons olidated financial statements the name and
aggregate amount invested in each person and its affiliates that exceeds 10% of your total
stockholders’ equity.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Frank Wyman, Staff Accountant, at (202)  551-3660 or Joel Parker,
Accounting Branch Chief, at (202) 551-3651, if you have any questions re garding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters.  You may contact Sebastian Go mez Abero, Staff Attorney, at (202) 551-3578 or
Jeffrey Riedler, Assistant Director, at (202)  551-3715 with questions on any of the other
comments.  In this regard, do not hes itate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant